i- I (Requestor's Name) (Address) (Address) PICK-UP WAIT MAIL (Business Entity Name) (Document Number] Certified Copies Certificates of Status SpeCIal Instructions to Filing Officer: Office Use Only 700158209817 i Rd V13 3 wig? 5 HF . 3 3; Egig al- ?mi . (3371;; 2% AUSLEY MCMULLEN ATTORNEYS AND COUNSELOIRS AT LAW 22? SOUTH CALHOUN STREET P.0. Box 391 (ZIP 32302) TALLAHASSEE, FLORIDA 32301 (850) 224-9115 FAX (850) 222-7560 July 17, 2009 Secretary of State 2661 Executive Center Circle West VIA HAND DELIVERY Tallahassee, FL 32301 Re: Emerging Issues Policy Forum, Inc. Dear Madam/Sir: Enclosed are an original and one copy of the Articles of Incorporation for EMERGING ISSUES POLICY FORUM, INC. This firm's check in the amount of $78.75 is enclosed, comprised Of the $35.00 filing fee, $35.00 Designation of Registered Agent fee, and $8.75 certified copy fee. Please do not hesitate to call me at (850) 425-5319 if you have any questions. Let me know when the certified copy is ready and we will have our messenger return to pick it up. Thank you in advance for your assistance. Sincerely, .u-i 33:13 as Beth Dyal gg :3 Assist adbeater C: Jaw-1 33?: ?4 Ibd g; Enclosures 353:: $9 git-ti Ic\sos Itr re artdoc we . 3 - r'r? Sp . . c: ARTICLES OF INCORPORATION g; r? 0F so :1 EMERGING ISSUES Pogcv FORUM. INC. as: I at ?9 The undersigned Inoorporator hereby ?les these Articles of Incorporation in ord?rf?tp f@ a Corporation under the laws of the State of Florida. Article 1. Name and Principal Of?ce The name of this Corporation shall be EMERGING ISSUES POLICY FORUM, INC. The principal place of business and mailing address of this Corporation shall be 118 East Jefferson Street, Suite 100, Orlando, Florida 32801. Article 2. Nature of Business The Corporation may engage in any activity or business permitted under the laws of the United States of America and the State of Florida. Article 3. Stock The authorized capital stock of this Corporation shall consist of One Hundred (100) shares I of voting common stock with a par value of One Dollar per share. The stock of the Corporation shall be issued for such consideration as may be determined by the Board of Directors, but not less than par value. Each issued and outstanding share of voting Common Stock shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the Shareholders of the Corporation. Shareholders may enter into agreements with the Corporation or with each other to control or restrict the transfer of stock; and such agreements may take the form of options, rights of ?rst refusal, buy and sell agreements, or any other lawful form of agreements. Article 4. Powers This Corporation shall have all the corporate powers enumerated in the Florida Business Corporation Act. EMERGING ISSUES POLICY FORUM, Inc. ARTICLES OF INCORPORATION Page 1 of 4 Article 5. lncorporator The name and street address of each of the Incorporator of this Corporation are as follows: PAMELA J. MARTIN 118 East Jefferson Street, Suite 100 Orlando, Florida 32801 Article 6. Term of Corporate Existence This Corporation shall exist perpetually unless dissolved according to law. Article 7. Address of Registered Of?ce and Registered Agent The street address of the initial Registered Of?ce of this Corporation in the State of Florida shall be 118 East Jefferson Street, Suite 100, Orlando, FL 32801. The name of the initial Registered Agent of the Corporation at the above address shall be Demetrus Thompson. The Board of Directors may from time to time change the Registered Of?ce to any other address in the State of Florida or change the Registered Agent. Article 8. Number of Directors This Corporation shall have at least one (1) Director. The number of Directors may be increased or decreased from time to time in accordance with the By~Laws adopted by the Shareholders. Article 9. Initial Board of Directors The initial Board of Directors shall consist of two (2) persons. The name and street address of. each of the members of the initial Board of Directors of this Corporation, who shall hold of?ce until the ?rst annual meeting of the Shareholders and thereafter until his successor is elected, are as follows: PAMELA J. MARTIN JULIA L. JOHNSON 118 East Jefferson Street, Suite 100 118 East Jefferson Street, Suite 100 Orlando, Florida 32801 Orlando, Florida 32801 EMERGING POLICY FORUM, Inc. ARTICLES OF INCORPORATION Page 2 of 4 MW Article 10. Of?cers The Corporation shall have a president, a secretary, and a treasurer and may have additional and assistant of?cers including, without limitation thereto, one or more vice- presidents, assistant secretaries, and assistant treasurers. A person may hold more than one of?ce. The names and addresses of the initial of?cers are as follows: . Pamela J. MARTIN Pres'dent 118 EAST JEFFERSON STREET, sums 100 ORLANDO, FLORIDA 32801 Secr ta Magnolia Dove ry 118 EAST JEFFERSON STREET. SUITE 100 ORLANDO, FLORIDA 32801 - - Julia L. Johnson I Ge es dent 118 EAST JEFFERSON STREET, SUITE 100 ORLANDO, FLORIDA 32801 Demetrus Thompson Treasurer 113 EAST JEFFERSON STREET, 53mm 100 ORLANDO, FLORIDA 32801 Article 11. Transactions in Which Directors Or Of?cers Are Interested 11.01. No contract or other transaction between the Corporation and one or more of its Directors or of?cers or between the Corporation and any other Corporation, ?rm, or entity in which one or more of the Corporation's Directors or of?cers are Directors, or of?cers or have a ?nancial interest, shall be void or voidable solely because of such relationship or interest or solely because such Director or Directors or of?cer or of?cers is present at or participates in the meeting of the Board of Directors or a committee that authorizes, approves, or rati?es-such contract or transaction or solely because his or their votes are counted for such purpose, if: A. The fact of such relationship or interest is disclosed or known to the Board of Directors or the committee that authorizes, approves, or rati?es the contract or transaction by a vote or consent suf?cient for the purpose without counting the votes or consents of such interested Director or Directors; or B. The fact of such relationship or interest is disclosed or known to the Shareholders entitled to vote thereon and they authorize, approve, or ratify such contract or transaction by. vote or written consent; or ISSUES POLICY FORUM, inc. ARTICLES OF INCORPORATION Page 3 of 4 MW C. The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors a committee thereof or the Shareholders. 11.02. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof that authorizes, approves, or rati?es such contract or transaction. Article 12. Financial Information The Corporation shall not be requiredto prepare and provide a balance sheet and a profit and loss statement to its Shareholders, nor shall the Corporation be required to ?le a balance sheet or pro?t and loss statement in its registered of?ce. This provision shall?be deemed to have been rati?ed by the Shareholders each year hereafter unless a resolution to the contrary has been adopted by the Shareholders. Article 13. Amendment These Articles of Incorporation may be amended in any manner now or hereafter provided for by law and all rights conferred upon Shareholders hereunder are granted subject to this reservation. IN WITNESS WHEREOF, the undersigned. being the original subscribing Incorporators to the blgoingfo A le of Incorporation, have executed these Articles of Incorporation this day of] 2009. PAMELA J. MARTIN lncorporator EMERGING ISSUES POLICY FORUM. Inc. ARTICLES OF INCORPORATION Page 4 of 4 CERTIFICATEDESIGNATING REGISTERED AGENT AND REGISTERED OFFICE In compliance with Sections 48.091 and 607.0501, Florida Statutes, the following is submitted: EMERGING ISSUES POLICY FORUM, INC., desiring to organize as a corporation under the laws of the State of Florida, has designated 118 East Jefferson Street, Suite 100, Orlando, FL 32801 as the location of the registered office and Demetrus Thompson as Pamela J. Martin lncorporator Date: 2* 03 ,2009 its initial Registered Agent. Having been named Registered Agent to accept service of process for the above-stated corporation at the place designated in this certi?cate, the undersigned hereby accepts said appointment and agrees to act in this capacity. The undersigned further agrees to comply with the provisions of all statutes relating to the proper and complete performance of his duties and is familiar with and accepts the obligations of he position as Registered Agenthas If?: Jaw?r ml!- mx 9" ?4 #3 g? inn?i1 aa ?39 (23:1; 33- EMERGING ISSUES POLICY FORUM, Inc. CERTIFICATE DESIGNATING REGISTERED AGENT AND REGISTERED OFFICE 5: a g-